ex10-1.htm


    
      

    

    EXHIBIT
10.1

     

    
      AMENDMENT
TO STOCK PURCHASE WARRANT

      


      


      THIS AMENDMENT TO STOCK PURCHASE
WARRANT (the “Amendment”) is made on August 14, 2008, by and between Richard E.
Caruso (the “Holder”) and Health Discovery Corporation, a Georgia corporation
(the “Company”).

      


      RECITALS

      


      A.    The
Company granted on August 27, 2007, to Holder a Stock Purchase Warrant (the
“Stock Purchase Warrant”) to purchase 1,500,000 shares of Company common stock,
which vest over three years and expire in six years and have an exercise price
of $0.08, a portion of which have not vested as of the date of this
Amendment. 

      


      B.    The Stock
Purchase Warrant provides that, upon Holder ceasing to be a director, any
unvested warrants will not continue to vest.

      


      C.    Holder
has informed the Company of his desire to resign as a director effective August
15, 2008.

      


      D.    Holder
and the Company have agreed that Holder will continue to serve the Company as an
advisor.

      


      E.    The
Holder and the Company desire to amend to the terms of Stock Purchase Warrant,
and the parties wish to memorialize their agreement in writing.

      


      NOW,
THEREFORE, for and in consideration of the mutual agreements herein stated, and
other good and valuable consideration, the adequacy and receipt of which are
hereby acknowledged, Company and Holder agree as follows:

      


      
        1.     Section
2(b) shall be deleted and replaced with the following:

      

      


      (b)  The
Warrant Shares shall become vested in equal installments of 250,000 Warrant
Shares at each six-month anniversary of the Grant Date (the “Vested
Portion”).  The right of the Holder to vest in Warrant Shares shall
cease immediately when Holder is no longer engaged as an advisor of the Company,
whether by reason of death, disability or otherwise and, thereafter, no further
Warrant Shares shall become vested.

      


      
        2.     The first
sentence of Section 2(c) shall be deleted and replaced with the
following:

      

      


      (c)  Notwithstanding
the vesting limitations set forth in this Section 2, in the event of a Change in
Control, the Warrant will be fully vested and exercisable as of a date
determined by the Company which is no less than thirty (30) days prior to the
effective date of the Change in Control; provided that the Holder is engaged as
an advisor of the Company on the date of the Change in Control.

      


      3.     No Other
Amendment or Waiver.  The Stock Purchase Warrant, as amended by this
Amendment, remains in full force and effect in accordance with its terms, and
Company and Holder hereby ratify and confirm the same.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.     Counterparts.  This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which, when so executed and delivered,
shall be deemed to be an original and all of which counterparts, taken together,
shall constitute one instrument.

      


      5.     Successors
and Assigns.  This Amendment shall be binding upon and inure to the
benefit of the successors and permitted assigns of the parties
hereto.

      


      6.     Section
References.  Section titles and references used in this Amendment
shall be without substantive meaning or content of any kind
whatsoever.

      


      IN
WITNESS WHEREOF, Company and Holder have executed this Amendment as of the day
and year first written above.

       

      


      
        	 
      	
                HOLDER:

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                /s/ Richard E.
      Caruso

              	 
      
	 
      	
                Richard
      E. Caruso

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                HEALTH
      DISCOVERY CORPORATION

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:
      /s/ Stephen D.
      Barnhill, M.D.

              	 
      
	 
      	
                Name:  Stephen
      D. Barnhill, M.D.

              	 
      
	 
      	
                Title:  Chief
      Executive Officer

              	 
      


      

       

      
 

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